EXHIBIT 10.22

                          EXCLUSIVE ADVISORY AGREEMENT

     THIS  AGREEMENT  (the "Agreement") dated as of May 18, 2004, by and between
NS8 Corporation and its subsidiaries (the "Company"), and Maximum Ventures, Inc.
(the  "Advisor.")

                              W I T N E S S E T H:

          WHEREAS,  the  Company  desires  to retain the Advisor and the Advisor
desires  to  be  retained  by  the  Company pursuant to the terms and conditions
hereinafter  set  forth:

          NOW,  THEREFORE,  in  consideration  of  the  foregoing and the mutual
promises  and  covenants  herein  contained,  it  is  hereby  agreed as follows:

     SECTION  1.  Retention.
                  ---------

     (a)     The  Company  hereby  retains  the Advisor on an exclusive basis to
perform  the  services  set forth in Section 1 (b) below during the one (1) year
period,  which  shall  be  renewable  upon  written agreement of the parties for
additional  six-month  periods  (the  initial  one-year  period and any renewals
thereof,  the  "Term"),  commencing  on  the date hereof, and the Advisor hereby
accepts  such  retention  and shall perform for the Company the duties described
herein, faithfully and to the best of its ability.  During the Term, the Advisor
shall report directly to the CEO of the Company unless the Board of Directors of
the  Company  designates  another  senior officer in place of the CEO to perform
that  function.

     (b)     The  Advisor  shall  serve as a business advisor to the Company and
render such advice and services to the Company as may be reasonably requested by
the  Company  including,  without  limitation,  equity  and/or  debt financings,
strategic  planning,  merger  and  acquisition  possibilities  and  business
development  activities  including,  without  limitation,  the  following:

     (i)     Study  and  review  of  the  business,  operations,  and historical
financial  performance  of  the  Company  (based  upon  management's forecast of
financial  performance)  so  as  to  enable the Advisor to provide advice to the
Company;

     (ii)     Assist the Company in attempting to formulate the best strategy to
meet  the  Company's  working  capital  and  capital  resource  needs;

     (iii)     Assist  in  the  formulation  of  the  terms and structure of any
reasonable  proposed  business  combination  transaction  involving the Company;

     (IV)     ASSIST  IN  THE  PRESENTATION  TO  THE  BOARD  OF DIRECTORS OF THE
COMPANY  OF  ANY  PROPOSED  TRANSACTION;

     (V)     ADVISE  THE  COMPANY IN THE PREPARATION OF PRESS RELEASES AND OTHER
COMMUNICATIONS  WITH  THE  FINANCIAL  AND  INVESTMENT  COMMUNITIES;


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     (vi)     Assist the Company in its efforts to have its securities listed on
a  nationally  listed  stock  exchange  by  analyzing  the  quantitative  and
qualitative  requirements as required by any exchange, including but not limited
to  (A)  net  tangible assets or market capitalization or shareholders equity or
net  income,  (B) public float of the Company's common stock, (C) market-makers,
(D)  shareholders,  (E)  corporate  governance  requirements,  (F)  independent
directors,  (G)  audit  and  compensation  committees  and  (H)  assist,  where
necessary,  in an effort to enable the Company to obtain an exchange listing and
to  be  in  a  position  to  remain  continuously  listed  thereafter;  and

     (vii)     Introduce the Company to potential lenders of funds as well as to
potential  investors  (whether  such  investment  is  in the form of debt and/or
equity financing or some combination thereof).  Currently, Maximum Ventures Inc.
has  introduced  Cornell Capital Group, who has provided term sheets for funding
("Cornell  Funding").

     SECTION  2.     Compensation.
                     ------------

     (a)     If  the Advisor introduces the Company to any provider of an equity
financing  (the  "Equity Financing") which the Company closes, the Company shall
pay  the  Advisor a fee consisting of (i) cash in an amount equal to ten percent
(10%) of the total gross cash proceeds of the Equity Financing and (ii) warrants
to  purchase  such  number  of shares of the Company's common stock (the "Common
Stock")  as  shall  equal  ten  percent  (10%) of the shares of the Common Stock
issued  or  to be issued upon conversion and/or exercise in the Equity Financing
on a post-financing, fully-diluted basis at an exercise price of $0.01 per share
and exercisable, in whole or in part, during the five (5) year period commencing
on  the  issuance  date of such warrants (the "Warrant Fee").  This Section 2(a)
does  not  apply  to  the  current  Cornell  Funding.

     (b)     If  the  Advisor  introduces the Company to any merger candidate or
facilitates  a  merger  or  acquisition  with  a  public or private company (the
"Merger"),  which  the  Company  closes, the Company shall pay the Advisor a fee
consisting  of  (i)  cash  in  an amount equal to ten percent (10%) of the total
gross  cash  proceeds  of the Merger and (ii) a Warrant Fee equal to ten percent
(10%)  of  the shares of the Common Stock issued or to be issued upon conversion
and/or  exercise  in  the  Merger  on a post-financing, fully-diluted basis. The
Warrant  Fee,  at  the  option  of the Advisor, may be paid for in cash or by an
exchange  as  a  "cashless  exercise."  In  the  event  the  Company  is not the
surviving  entity  of  the  Merger,  then  the  Warrant  Fee shall be issued and
convertible  into  the  common  stock  of  such  surviving  entity.

     (c)     If the Advisor introduces the Company to sources (individually, the
"Advisor  Source")  who provide any of the following capital related instruments
for the Company (each a "Transaction"), the Company shall pay the Advisor a cash
fee  at closing based upon the total face value of the Transaction in accordance
with the following schedule:  (i) ten percent (10%) of any and all consideration
received by the Company in any convertible preferred and/or debt financing; (ii)
six percent (6%) of any debt instrument not convertible into equity; (iii) three
percent  (3%)  of any revolving credit line; (iv) two percent (2%) of any credit
enhancement instrument, including on an insured or guaranteed basis; and (v) ten
percent  (10%)  of  any  revenue-producing contract, fee-sharing arrangement, or
similar  agreement.  This  obligation  shall  survive  for a period of three (3)
years  from  the  date  of  execution  of  the  agreement  for each Transaction.

     (d)     In  the  event  the Company closes a Transaction with a third-party
agent,  but  not  with  an  Advisor  Source,  that  is entitled to earn a fee in
connection  with the Transaction (and therefore, such investors are not included
on  Schedule  A), the Company may enter into such transaction provided, however,
that  Advisor  shall be entitled to receive the greater of one half (1/2) of the
total of any and all fees paid to aforesaid third-party agent or the fee Advisor
would  have  earned if Advisor had introduced the Transaction through an Advisor
Source.  Notwithstanding  the  foregoing  provisions  of this Section 2 (d), the
Advisor  acknowledges  and agrees that the Company has certain existing contacts
for  opportunities  relating  to  mergers,  acquisitions,  strategic  alliances,
financing  and  investment  in  respect of the Company and its business that are
independent  of  the  Advisor  and  pre-date  this  Agreement (collectively, the
"Company's Contacts").  The Company's Contacts on the date of this Agreement are


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listed  in  Schedule  B annexed hereto and made a part hereof.  Accordingly, the
Advisor  acknowledges  and  agrees  that  with respect to the Company's Contacts
listed  in Schedule B and any merger, acquisition, strategic alliance, financial
or investment transaction of any nature or kind whatsoever (or transactions of a
similar  nature  or  purpose)  that  might  arise  there  from, are specifically
excluded  from  this  Agreement and the Company will not have any obligations to
the  Advisor  whatsoever  in  respect of any of the Company's Contacts or any of
their  respective  opportunities  notwithstanding  any  other  provision of this
Agreement.  For  the  purpose of this Agreement, the shareholders of the Company
at  the  date  of  this  Agreement  shall  be  deemed  to  be Company's Contacts
notwithstanding  that  such shareholders are not expressly listed in Schedule B.

     (e)     Each  Advisor  Source introduced to the Company under Section 2 (c)
on  the  date of this Agreement shall be listed in Schedule A annexed hereto and
made  a  part  hereof.  Subsequent to the date of this Agreement and immediately
upon the Advisor's introduction of an Advisor Source to the Company, the Advisor
shall  amend  Schedule  A  to include each additional Advisor Source and deliver
such amended Schedule A to the Company and the Escrow Agent within ten (10) days
of  such  introduction.

     (f)     Company  shall  upon signing of the Agreement, immediately issue to
Advisor warrants to purchase such number of shares of the Company's common stock
(the  "Common  Stock")  as shall equal four and 99/100ths percent (4.99%) of the
shares  of  the  Common  Stock  issued and outstanding on a fully-diluted basis.
These  warrants  shall have an exercise price of two dollars $2.00 per share and
exercisable,  in whole or in part, during the five (5) year period commencing on
the  issuance  date  of  such  warrants.

(g)            Except  as  otherwise  provided  for  herein:

     (i)     All  fees  due  to the Advisor hereunder shall have no offsets, are
non-refundable,  non-cancelable  and  shall  be  free  and  clear of any and all
encumbrances.

     (ii)     All  cash  fees  due  the  Advisor  hereunder shall be paid to the
Advisor  immediately  upon  closing  of  any  Equity  Financing,  Merger,  and
Transaction  (collectively,  the  "Fee  Transaction")  by  wire  transfer  of
immediately  available  funds  from  the proceeds of the Fee Transaction, either
directly  or  from the formal or informal escrow arrangement established for the
Fee  Transaction  (collectively,  the  "Closing Agent"), pursuant to the written
wire  transfer  instructions  of  the  Advisor  to  the  Closing  Agent.

     (iii)     All  securities  fees due the Advisor hereunder shall be made via
DTC  or  the DWAC system, or by certified certificates, as applicable, and shall
be  delivered  to the Advisor from the Closing Agent immediately upon closing of
any  Fee  Transaction.

          (iv)     All  securities  fees due the Advisor hereunder shall be duly
issued,  fully-paid  (exclusive  of  warrants or options) and non-assessable and
shall  be in the same form, with the same terms and conditions as the securities
provided  to  the  Company  pursuant  to  any  Fee  Transaction.

          (v)     All  fees due the Advisor hereunder shall be paid in shares of
the  Common  Stock  and warrants and/or options to purchase shares of the Common
Stock  (collectively, the "Registerable Stock") shall be duly issued, fully-paid
(exclusive  of  warrants  or  options), non-assessable. Notwithstanding anything
otherwise  contained  herein, the Company agrees that it shall provide piggyback
registration  rights and register the Registerable Stock, on Form SB-2, S-3, S-4
or similar registration statement and in compliance with any and all federal and
state securities laws, in the name(s) of and to the account(s) designated by the
Advisor.  The  Advisor  agrees  to pay all costs associated with registering the
Registerable  Stock  for  resale.

     (h)     The  Company authorizes and directs the Closing Agent to distribute
directly  or from escrow any and all fees due the Advisor hereunder. The Company


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agrees  that such fees and the manner of payment and delivery as herein provided
shall  be  included  in  the  documentation  of  any  Fee  Transaction.

          SECTION  3.     Expenses.  The Company shall reimburse the Advisor for
                          --------
all out-of-pocket expenses incurred by the Advisor in connection with its duties
hereunder,  including  but not limited to the Advisor's due diligence activities
with  respect to the Company.  Any such expenses shall require the prior written
approval of the Company and shall be evidenced by written documentation prior to
reimbursement.  Reimbursement  by the Company to the Advisor will be made within
thirty  (30)  days  of  the  Company's  receipt  of  said  documentation.

     SECTION  4.     Termination Fee. Provided that the Advisor is proceeding in
                     ----------------
good  faith  at  all times, the Company warrants that it will not terminate this
Agreement  for  any reason unless such termination is made pursuant to Section 5
of this Agreement.  The Company also warrants that it will not terminate, cancel
or  rescind  any  agreements,  term  sheets or letters of intent pursuant to any
Equity  Financing,  Merger,  Transaction or Other Transaction the Company enters
into  that  was  facilitated  by  the  Advisor  unless such cancellation is made
pursuant  to  pertinent  "out  clauses"  of  those  respective  documents ("Just
Cause"). In the event the Company elects not to proceed with a Equity Financing,
Merger,  Transaction  or  Other  Transaction that was facilitated by the Advisor
without  just  cause,  the  Company  shall  immediately  pay  to  the  Advisor a
termination  fee  equal to fifty percent (50%) of the total fees that would have
been  paid  to  the  Advisor  had  the  transaction  been  effected.

     SECTION  5.  Termination.  This  Agreement  and  the  Advisor's  engagement
                  -----------
hereunder shall not be terminated by Company under any circumstances nor for any
reason  whatsoever, unless all compensation due to Advisor pursuant to Section 2
above  has  been  distributed to the Advisor from the Closing Agent.  Subject to
the  foregoing  provisions  of  this Section 5, this Agreement and the Advisor's
engagement  hereunder  may  be  terminated  by  Company  during  the Term or any
extention  thereof  without  cause  upon  thirty (30) days written notice.   The
Company agrees that in the event a transaction is consummated during the Term of
this Agreement or during the Residual Period with any party (or  any other party
                             ---------------
formed  by  or  affiliated  with  such  party  identified to and approved by the
Company)  identified  by  Advisor  and included on Schedule A annexed hereto, or
which  completes  a  transaction  provided  by  an  agreement  in principle or a
definitive  agreement which is entered into during the Term of this Agreement or
during  the  Residual  Period,  then  the  Company  shall  pay to the Advisor, a
transaction  fee  equal to the appropriate percentage specified Section 2 above.

For  the  purposes of this Agreement, the term "Residual Period" shall mean that
period  extending  for  36  months  after  the  earlier  of  (i) the date of the
expiration  of  Advisor's  engagement  or  (ii)  the  date of the termination of
Advisor's  engagement,  as  the  case  may  be.  Notwithstanding anything to the
contrary  contained  herein,  the  provisions  concerning  confidentiality  and
indemnification  and  the Company's obligations to pay fees accrued prior to the
termination  of  this Agreement, and to reimburse expenses incurred prior to the
termination of this Agreement and the Indemnification Provisions (as hereinafter
defined)  shall  survive  any  such  expiration  or  termination.

     SECTION  6.  Confidential  Information.  The Advisor agrees that during and
                  -------------------------
after  the  Term, it will keep in strictest confidence, and will not disclose or
make  accessible to any other person without the written consent of the Company,
the  Company's  products,  services  and  technology,  both  current  and  under
development,  promotion  and  marketing programs, lists, trade secrets and other
confidential  and  proprietary business information of the Company or any of its
clients and third parties including, without limitation, Proprietary Information
(as  defined  in  Section  7) (all of the foregoing is referred to herein as the
"Confidential  Information").  The  Advisor  agrees  (a)  not  to  use  any such
Confidential  Information  for  himself  or others; and (b) not to take any such
material  or  reproductions  thereof  from  the Company's facilities at any time
during  the  Term  except,  in  each  case,  as  required in connection with the
Advisor's  duties  hereunder.


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          Notwithstanding  the  foregoing, the parties agree that the Advisor is
free  to use (a) information in the public domain not as a result of a breach of
this Agreement, (b) information lawfully received form a third party who had the
right  to disclose such information and (c) the Advisor's own independent skill,
knowledge,  know-how  and  experience  to whatever extent and in whatever way he
wishes, in each case consistent with his obligations as the Advisor and that, at
all times, the Advisor is free to conduct any research relating to the Company's
business but excluding any research or access to any confidential information or
documents  regarding  the  Company's  technology  and  research  and development
activities.

     SECTION  7.  Ownership of Proprietary Information.  The Advisor agrees that
                  ------------------------------------
all  information  that has been created, discovered or developed by the Company,
its  subsidiaries,  affiliates,  licensors,  licensees,  successors  or  assigns
(collectively,  the  "Affiliates")  (including,  without limitation, information
relating  to  the  development  of  the  Company's business created, discovered,
developed  by  the  Company  or  any  of  its  affiliates  during  the Term, and
information  relating  to  the  Company's  customers,  suppliers,  advisors, and
licensees)  and/or  in  which  property  rights  have been assigned or otherwise
conveyed  to  the  Company  or the Affiliates, shall be the sole property of the
Company  or the Affiliates, as applicable, and the Company or the Affiliates, as
the  case  may  be, shall be the sole owner of all patents, copyrights and other
rights  in  connection therewith, including without limitation the right to make
application  for  statutory  protection.  All  the aforementioned information is
hereinafter  called  "Proprietary Information."  By way of illustration, but not
limitation,  Proprietary  Information  includes  trade  secrets,  processes,
discoveries,  structures,  inventions,  designs,  ideas,  works  of  authorship,
copyrightable works, trademarks, copyrights, formulas, improvements, inventions,
product  concepts,  techniques, marketing plans, merger and acquisition targets,
strategies,  forecasts, blueprints, sketches, records, notes, devices, drawings,
customer  lists,  patent  applications,  continuation  applications,
continuation-in-part  applications,  file  wrapper continuation applications and
divisional  applications  and  information  about  the Company's Affiliates, its
employees  and/or advisors (including, without limitation, the compensation, job
responsibility  and  job  performance  of  such  employees  and/or  advisors).

SECTION  8.  Indemnification. The Company represents that all materials provided
             ---------------
or  to  be  provided  to  the Advisor or any third party regarding the Company's
financial  affairs  or  operations are and shall be truthful and accurate and in
compliance  with  any  and all applicable federal and state securities laws. The
Company  agrees  to  indemnify  and  hold harmless the Advisor and its advisors,
professionals  and  affiliates,  the  respective  directors, officers, partners,
members,  managers,  agents  and  employees  and  each  other  person,  if  any,
controlling the Advisor or any of its affiliates to the full extent lawful, from
and  against  all  losses, claims, damages, liabilities and expenses incurred by
them  (including  reasonable attorneys' fees and disbursements) that result from
actions  taken  or  omitted to be taken (including any untrue statements made or
any  statement omitted to be made) by the Company, its agents or employees which
relate to the scope of this Agreement and the performance of the services by the
Advisor  contemplated  hereunder.  The  Advisor will indemnify and hold harmless
the  Company  and  the  respective  directors,  officers, agents, affiliates and
employees  of  the  Company  from  and  against  all  losses,  claims  damages,
liabilities  and  expenses  that  result  from  bad  faith,  gross negligence or
unauthorized  representations  of  the  Advisor.  Each  person or entity seeking
indemnification  hereunder shall promptly notify the Company, or the Advisor, as
applicable,  of  any loss, claim, damage or expense for which the Company or the
Advisor,  as  applicable, may become liable pursuant to this Section 8. No party
shall  pay, settle or acknowledge liability under any such claim without consent
of  the  party  liable  for indemnification, and shall permit the Company or the
Advisor,  as applicable, a reasonable opportunity to cure any underlying problem
or  to  mitigate actual or potential damages.  The scope of this indemnification
between  the  Advisor  and  the Company shall be limited to, and pertain only to
certain  transactions  contemplated  or entered into pursuant to this Agreement.

          The  Company or the Advisor, as applicable, shall have the opportunity
to  defend  any claim for which it may be liable hereunder, provided it notifies
the  party  claiming the right to indemnification in writing within fifteen (15)
days  of  notice  of  the  claim.


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          The  rights  stated pursuant to this Section 8 shall be in addition to
any  rights  that  the  Advisor,  the  Company,  or any other person entitled to
indemnification  may have in common law or otherwise, including, but not limited
to,  any  right  to  contribution.

          SECTION  9.  Notices.  Any  notice  or  other communication under this
                       -------
Agreement  shall  be in writing and shall be deemed to have been duly given: (a)
upon  facsimile  transmission (with written transmission confirmation report) at
the  number  designated  below;  (b)  when  delivered personally against receipt
therefore;  (c) one day after being sent by Federal Express or similar overnight
delivery;  or  (d)  five  (5)  business  days  after  being mailed registered or
certified mail, postage prepaid.  The addresses for such communications shall be
as  set  forth  below  or  to such other address as a party shall give by notice
hereunder  to  the  other  party  to  this  Agreement.


If  to  the  Company:          NS8  Corporation
                               200  -1311  Howe  Street
                               Vancouver,  BC  CANADA  V6Z  2P3
                               Telephone:  (604)  677-6994
                               Telecopy:   (604)  677-7011
                               Attention:  Mr.  Peter  Hogendoorn,  CEO

With  copies  to:              NS8  Corporation
                               Two  Union  Square
                               601  Union  Street,  Suite  4200
                               Seattle,  WA  98101
                               Attention:  Thomas  J.  Routt,  PhD,  President

     If  to  the  Advisor:     Maximum  Ventures,  Inc.
                               1175  Walt  Whitman  Road,  Suite  100
                               Melville,  NY  11747
                               Telephone:  (631)  424-9009
                               Telecopy:  (631)  424-9010
                               Attention:  Mr. Abraham "Avi" Mirman, President

          With  copies  to:    Gottbetter  &  Partners,  LLP
                               488  Madison  Ave.
                               New  York,  NY  10022
                               Telephone:     (212)  400-6900
                               Facsimile:     (212)  400-6901
                               Attention:  Mr.  Adam  S.  Gottbetter,  Managing
                               Partner


          SECTION  10.  Status of Advisor.  The Advisor shall be deemed to be an
                        -----------------
independent  contractor  and, except as expressly provided or authorized in this
Agreement,  shall  have  no  authority  to act for on behalf of or represent the
Company.  This  Agreement  does  not  create  a  partnership  or  joint venture.

          SECTION 11.  Other Activities of Advisor.  The Company recognizes that
                       ---------------------------
the  Advisor  now  renders  and  may continue to render financial consulting and
other investment banking services to other companies that may or may not conduct
business  and activities similar to those of the Company.  The Advisor shall not
be  required  to  devote  its  full time and attention to the performance of its
duties  under  this  Agreement,  but  shall  devote only so much of its time and
attention  as  it  deems  reasonable  or  necessary  for  such  purposes.

     SECTION  12.  Successors  and  Assigns.  This  Agreement  and  all  of  the
                   -------------------------
provisions  hereof shall be binding upon and inure to the benefit of the parties
hereto  and  their  respective successors and permitted assigns.  This Agreement
and any of the rights, interests or obligations hereunder may be assigned by the


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Advisor without the prior written consent of the Company. This Agreement and any
of  the  rights,  interests  or obligations hereunder may not be assigned by the
Company  without  the  prior written consent of the Advisor, which consent shall
not  be  unreasonably  withheld.

     SECTION  13.  Severability  of  Provisions.  If  any  provision  of  this
                   ----------------------------
Agreement  shall be declared by a court of competent jurisdiction to be invalid,
illegal  or  incapable  of  being  enforced  in  whole or in part, the remaining
conditions  and provisions or portions thereof shall nevertheless remain in full
force  and  effect  and  enforceable  to  the  extent  they are valid, legal and
enforceable,  and no provision shall be deemed dependent upon any other covenant
or  provision  unless  so  expressed  herein.

     SECTION  14.  Entire  Agreement;  Modification.  This  Agreement  and  the
                   --------------------------------
schedule  hereto  contains  the  entire agreement of the parties relating to the
subject  matter  hereof,  and  the  parties  hereto  and  thereto  have  made no
agreements, representations or warranties relating to the subject matter of this
Agreement  which are not set forth herein.  No amendment or modification of this
Agreement  shall  be  valid  unless  made  in  writing and signed by each of the
parties  hereto.

     SECTION  15.  Non-Waiver.  The  failure  of  any  party  to insist upon the
                   ----------
strict  performance  of  any  of  the  terms,  conditions and provisions of this
Agreement  shall  not  be  construed  as  a  waiver  or relinquishment of future
compliance therewith; and the said terms, conditions and provisions shall remain
in  full force and effect.  No waiver of any term or condition of this Agreement
on  the  part  of any party shall be effective for any purpose whatsoever unless
such  waiver  is  in  writing  and  signed  by  such  party.

     SECTION  16.  Remedies  For Breach.  The Advisor and Company mutually agree
                   --------------------
that  any  breach  of  Sections  2,  4, 5, 6, 7, 8 or 9 of this Agreement by the
Advisor  or  the  Company may cause irreparable damage to the other party and/or
their  affiliates, and that monetary damages alone would not be adequate and, in
the  event  of such breach or threat of breach, the damaged party shall have, in
addition  to  any  and  all remedies at law and without the posting of a bond or
other  security,  the  right  to  an  injunction,  specific performance or other
equitable relief necessary to prevent or redress the violation of either party's
obligations  under  such  Sections.  In  the  event that an actual proceeding is
brought  in  equity to enforce such Sections, the offending party shall not urge
as a defense that there is an adequate remedy at law nor shall the damaged party
be  prevented  from seeking any other remedies that may be available to it.  The
defaulting  party  shall pay all attorney's fees and costs incurred by the other
party  in  enforcing  this  Agreement.

     SECTION  17.  Governing Law.  The parties hereto acknowledge that
                   -------------
the  transactions  contemplated  by this Agreement bear a reasonable relation to
the  state  of  New York. This Agreement shall be governed by, and construed and
interpreted  in  accordance  with,  the  internal  laws of the state of New York
without  regard  to  such  state's principles of conflicts of laws.  The parties
irrevocably  and  unconditionally agree that the exclusive place of jurisdiction
for  any action, suit or proceeding ("Actions") relating to this Agreement shall
be  in  the  state  and/or federal courts situate in the county and state of New
York.  Each  party  irrevocably  and unconditionally waives any objection it may
have  to the venue of any Action brought in such courts or to the convenience of
the  forum.

Final  judgment  in  any  such Action shall be conclusive and may be enforced in
other  jurisdictions  by suit on the judgment, a certified or true copy of which
shall  be  conclusive evidence of the fact and the amount of any indebtedness or
liability  of  any  party therein described. Service of process in any Action by
any  party  may  be  made  by  serving  a  copy of the summons and complaint, in
addition to any other relevant documents, by commercial overnight courier to any
other  party  at  their  address  set  forth  in  this  Agreement.

     SECTION  18.  Headings.  The  headings  of  the  Sections  are inserted for
                   --------
convenience  of  reference  only and shall not affect any interpretation of this
Agreement.


                                      E-154
<PAGE>

          SECTION  19.  COUNTERPARTS.  THIS  AGREEMENT  MAY  BE  EXECUTED  IN
COUNTERPART  SIGNATURES,  EACH  OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH,  WHEN  TAKEN  TOGETHER,  SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT, IT
BEING  UNDERSTOOD  THAT BOTH PARTIES NEED NOT SIGN THE SAME COUNTERPART.  IN THE
EVENT  THAT ANY SIGNATURE IS DELIVERED BY FACSIMILE TRANSMISSION, SUCH SIGNATURE
SHALL  CREATE A VALID AND BINDING OBLIGATION OF THE PARTY EXECUTING (OR ON WHOSE
BEHALF SUCH SIGNATURE IS EXECUTED) THE SAME WITH THE SAME FORCE AND EFFECT AS IF
SUCH  FACSIMILE  SIGNATURE  PAGE  WERE  AN  ORIGINAL  THEREOF.


                    [Signature  Page  Immediately  Follows]
                                      E-155
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement of
nine  (9)  pages  as  of  the  day  and  year  first  written  above.


                                                     NS8  CORPORATION


                                                     By:  /s/  Peter  Hogendoorn
                                                          ----------------------
                                                     Mr. Peter Hogendoorn, CEO



                                                     MAXIMUM  VENTURES,  INC.


                                                     By:  /s/  Chris  Kern
                                                          ----------------
                                                     Chris  Kern,  President


                                      E-156
<PAGE>